Deadlock Provisions. 12.1 In the event of a deadlock of the Board or of the Shareholders, a Shareholder (the "Offeror") may serve a notice in writing on the Company with a copy to the other Shareholder (the "Offeree") declaring that deadlock has occurred (a "Offer Notice") and the provisions of this Clause 12 shall thereupon apply. 12.1 The Offeror shall include in the Offer Notice: (a) an offer: (i) to sell all of its Shares (the "Sell Shares") to the Offeree (a "Sell Offer"); and (ii) to buy all the Shares (the "Buy Shares") held by the Offeree (a "Buy Offer"); (b) the fixed price per Share (the "Offer Price") payable or receivable by the Offeree in the case of a Sell Offer or a Buy Offer respectively (together the "Offers") and, in each case, the Offer Price shall be the same, and once an Offer Notice has been sent it shall immediately preclude the sending by the other Shareholder of an Offer Notice. 12.3 The Offers shall remain open for written acceptance by the Offeree for ten (10) Business Days from the date of its receipt of an Offer Notice (the "Offer Period") and the Offeree shall either accept the Sell Offer or the Buy Offer, failing which the Offeree shall be deemed to have accepted the Buy Offer.
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Sources: Shareholder Agreement (Seanergy Maritime Holdings Corp.), Shareholder Agreement (Seanergy Maritime Holdings Corp.)